-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fnq4wu+3LGB9akAibWsGYDGZNEDv7LW2bILoTG2hwC7tpk/YsFDwXAMf0JgrQeRb qtSwu89tW7RGBuX405pxvA== 0001104659-02-007097.txt : 20021216 0001104659-02-007097.hdr.sgml : 20021216 20021216125759 ACCESSION NUMBER: 0001104659-02-007097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021206 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: I LINK INC CENTRAL INDEX KEY: 0000849145 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] IRS NUMBER: 592291344 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17973 FILM NUMBER: 02858234 BUSINESS ADDRESS: STREET 1: 13751 S WADSWORTH PK DR SUITE 200 STREET 2: STE 200 CITY: DRAPER STATE: UT ZIP: 84020 BUSINESS PHONE: 8015765000 MAIL ADDRESS: STREET 1: 13751 S WADSWORTH PK DR STREET 2: STE 200 CITY: DRAPER STATE: UT ZIP: 84020 FORMER COMPANY: FORMER CONFORMED NAME: MEDCROSS INC DATE OF NAME CHANGE: 19920703 8-K 1 j6358_8k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES AND EXCHANGE ACT OF 1934

 

 

December 6, 2002

Date of Report (date of Earliest Event Reported)

 

 

I-LINK INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

 

 

FLORIDA

 

0-17973

 

59-2291344

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Commission File No.)

 

(I.R.S. Employer Identification No.)

 

 

 

 

13571 South Wadsworth Park Drive, Suite 200, Draper, Utah 84020

(Address of principal executive offices and zip code)

 

 

(801) 576-5000

(Registrant’s telephone number, including area code)

 

 

not applicable

(Former name or former address, if changed from last report)

 

 

 

ITEM 5.  Other Events and Regulation FD Disclosure.

 

On December 9, 2002 the Company issued a press release (the “Press Release”) which is included herein as Exhibit 99.1.  The press release announces I-Link’s agreement to sell the operations of the Company’s subsidiary, I-Link Communications, Inc.  The foregoing disclosure is subject in its entirety to the information set forth in the Press Release, a copy of which is attached hereto and incorporated herein by reference.  The sale is effective December 6, 2002 and is subject to regulatory approval.  The Company will file an Item 2 Current Report on Form 8-K (if required) when the transaction closes.

 

 

 

ITEM 7.  Financial Statements and Exhibits.

 

 

99.1         I-Link Press Release dated December 9, 2002

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

 

 

Date:  December 16, 2002

I-Link Incorporated

 

 

 

/s/ James A. Giauque  III

 

James A. Giauque III

 

Chief Accounting Officer

 

2

 EX-99.1 3 j6358_ex99d1.htm EX-99.1

Exhibit 99.1

 

 

I-Link Agrees to Sell Operations of I-Link Communications, Inc.

Retains VoIP Technology and Patents

Will Focus on WorldxChange Long Distance Business

 

DRAPER, Utah, December 9, 2002 — I-Link Incorporated (“I-Link”, OTC-Electronic Bulletin Board: ILNK), an enhanced voice and data communications company, today announced it has entered into an agreement to sell substantially all of the assets of I-Link Communications Inc. (“ILC”), a wholly-owned subsidiary of I-Link, to Buyers United, Inc. (OTC Bulletin Board: BYRS).   I-Link will retain the ownership of its core voice-over-IP (“VoIP”) technology and patents.  The sale excludes I-Link’s wholly-owned subsidiary, WorldxChange Corp.

 

The sale includes the physical assets required to operate I-Link’s nationwide network using its patented VoIP technology (constituting the core business of ILC) and a license in perpetuity to use I-Link’s proprietary software platform.  Additionally, I-Link is selling its customer base that was serviced by ILC.  Closing of the sale is subject to obtaining regulatory approvals.  The sale price consists of assumed liabilities of ILC and $3 million of convertible preferred shares of Buyers United, subject to adjustment in certain circumstances.

 

As a result of the anticipated sale, current revenue streams from ILC’s telecommunications and other services (which amounted to approximately $1.9 million for the quarter ended September 30, 2002) and related expenses, will cease.  Buyers United will employ approximately 30 of the I-Link employees currently working at I-Link’s Draper, Utah location. In addition, other operational, personnel and overhead costs incurred by I-Link will be significantly reduced, as the sale to Buyers United will eliminate the need for the current operations at its Draper location.  Future operational results of I-Link will consist primarily of the operational results of WorldxChange.

 

The sale not only nets I-Link $3 million of convertible preferred shares of Buyers United, which constitutes an approximate 13% ownership (diluted, after conversion) of the company, it will also propel I-Link from a money-losing to an EBITDA (earnings before interest, taxes, depreciation and amortization) -positive company.  I-Link will be an organization with a focused strategy that generates cash.  In addition, I-Link, by retaining ownership of its proprietary technology and patents, will be in a position to realize on their embedded value, which has been validated by their non-exclusive license to Buyers United.

 

-more-

 

 

Allan Silber, Chairman of I-Link’s board of directors, said, “The sale of substantially all of the assets of I-Link Communications represents a turning point for the Company.  I-Link will now be an operating company with positive earnings and cash flow.  As well, the shareholders of I-Link will benefit from the Company’s technology and patents developed to date and the licensing opportunities that they provide.  We are very pleased about this transaction.”

 

 

Forward-Looking Statements

 

The statements made in this release that are not historical facts contain forward-looking information that involves risks and uncertainties.  All statements, other than statements of historical facts, which address I-Link’s expectations as a result of the anticipated sale, should be considered as forward-looking statements.  Such statements made by I-Link are based on knowledge of the environment in which it currently operates, but because of the factors herein listed, as well as other factors beyond the control of I-Link, actual results may differ materially from the expectations expressed in the forward-looking statements.  Important factors that may cause actual results to differ from anticipated results include, but are not limited to, obtaining necessary approvals and closing of the final agreement and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission.

 

 

About I-Link Incorporated

Headquartered in Draper, Utah, I-Link Incorporated (OTC-Electronic Bulletin Board: ILNK) is an integrated voice and data communications company focused on developing and deploying its proprietary, software-defined communications platform which unites traditional telecommunications capabilities with data Internet Protocol (IP) systems to converge telecommunications, wireless, paging, voice-over-IP (VoIP) and Internet technologies. Through its subsidiary, WorldxChange Corp., I-Link provides international and domestic long distance services. For further information, visit I-Link’s website at www.i-link.com.

 

###

 

 

Contacts:

 

Jim Giauque, Chief Accounting Officer

 

 

801-576-5028   jimg@i-link.net

 

 

 

 

 

Stephen Weintraub, Senior VP & Secretary

 

 

416-866-3058   saw@counselcorp.com

 

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